If one asked where Jim Hathaway got his hot rod start, his story would go back 53 years and begin with how he and his best friend, Dennis Murray, built a go-cart when he was in the sixth grade. Using soapbox derby wheels, a wood frame, a Maytag washing machine engine, and good old youthful ingenuity, his life in hot rods was on the move. From there, Dennis and Jim have only taken things to the next level with several projects, but it wasn't until Dennis built a '33 Willys coupe 15 years ago that Jim got the bug to build his very own Willys.

It was 12 years ago when Jim picked up his '38 Willys pickup. At the time, he was living in Oregon, and although he planned to do as much work on the truck as possible, there were some areas that needed to be farmed out, the suspension being one. The Willys headed to Messler Products Co. in Cottage Grove, Oregon, for the suspension work. Jim Messler installed a Mustang II setup with 2-inch drop spindles and 11-inch Torino rotors with Impala calipers. In the back, they went with a 9-inch rear with a coilover four-bar setup with early-'90s Ford Thunderbird Super Coupe disc brakes. Jim wanted to drop in a potent small-block, and what better animal is there than a GM Performance Parts ZZ430? Problem was, Jim couldn't get his hands on one, so instead he had Sallee Chevrolet in Oregon build him a duplicate motor. The motor started as a ZZ4 and was then transformed with GM fast-burn heads, a hotter cam, MSD ignition, and a 750-cfm Holley carburetor jetted to ZZ430 specs. On the dyno, the motor let loose 437.5 horsepower at 6,000 rpm. With the engine complete, it was mated to a six-speed and installed.

Next up, Jim had the cab dipped and sent to a Portland-based shop to have it stretched 5 inches down through the doors. The bill rocked Jim on his heels, so he decided to substitute additional labor hours with a good inventory of fabrication tools and a home shop build. But it was also right at this time when Jim and his wife decided to pack up and move south to Tucson, so the Willys had to be put on hold for a while. Down in Tucson, Jim met Scott Koch, owner of ScottRods, LLC in Catalina, Arizona, and somehow talked Scott into spending two days a week away from his shop to work at Jim's. They agreed that it would be a journeyman/apprentice-type of relationship. So, for the next six years, the two slaved over the Willys.

They started by boxing the frame. Then custom sway bars were fabricated, and the A-arms were narrowed 5/8 inch to accommodate the added hub depth created by the knock-off Mehelich wheels Jim chose to run. An 18-gallon gas tank was fabricated and installed between the frame, and the Griffin cross-flow radiator required two 11-inch SPAL fans to create enough vacuum to flow adequate air. The original six-speed was pulled out when it was found that there wasn't adequate room for three pedals. They substituted a Gear Star Stage IV 700-R4 (although the tranny is a bit of overkill for the ZZ430, Jim assured himself some insurance in case he decides to install a blower) along with a 10-inch, 3,000-rpm stall speed converter. To control the temperature, they used both a B&M oil-to-air radiator and a marine oil cooler to provide liquid-to-liquid heat transfer. Through experience learned with Jim's '40 Ford, they refined the 700-R4 shift control by using an AC Delco kickdown vacuum switch, a Bowtie Overdrive TV cable, their eccentric carb adapter, and a B&M adjustable lockup switch. Allowing adequate exhaust flow are ceramic-coated S&S Headers modified with O2 sensor bungs. The rest of the exhaust system consists of Flowmaster Delta Flow mufflers, Borla tips, and stainless tubing.